Starbucks Corporation Commences Cash Tender Offers for Eight Series of Notes

SEATTLE--(BUSINESS WIRE)--Starbucks Corporation (Nasdaq: SBUX) (“Starbucks,” “we,” “us” or the “Company”) today announced the commencement of tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”), subject to the terms and conditions of the Tender Offers described the Offer to Purchase dated May 4, 2026 (the “Offer to Purchase”), in the order of priority set forth in the table below (the “Acceptance Priority Level”) for an Aggregate Purchase Price of up to $1.1 billion, as may be increased or decreased by the Company in accordance with applicable law (the “Aggregate Cap”), in cash from each registered holder of the applicable series of Notes (each, a “Holder” and, collectively, the “Holders”), consisting of:

(i)

up to $500 million Aggregate Purchase Price (the “Pool 1 Maximum Amount”) of its 4.800% Senior Notes due 2030, its 4.500% Senior Notes due 2028 and its 4.000% Senior Notes due 2028 (collectively, the “Pool 1 Notes”) in the priorities set forth in the table below (the “Pool 1 Tender Offers”), and

(ii)

up to $600 million Aggregate Purchase Price (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”) of its 4.500% Senior Notes due 2048, its 5.400% Senior Notes due 2035, its 5.000% Senior Notes due 2034, its 4.900% Senior Notes due 2031 and its 4.800% Senior Notes due 2033 (collectively, the “Pool 2 Notes” and, the Pool 2 Notes together with the Pool 1 Notes, the “Notes”) in the priorities set forth in the table below (collectively, the “Pool 2 Tender Offers”).

The “Aggregate Purchase Price” in respect of any series of Notes is the aggregate amount of Total Consideration or Late Tender Offer Consideration, as applicable, that is paid for Notes of that series.

The following table sets forth certain terms of the Tender Offers:

Title of Security

CUSIP/ISIN

Aggregate Principal Amount Outstanding

Maturity Date

Par Call Date^(1)

Maximum Amount^(2)

Acceptance Priority Level^(3)

Tender Sub Cap^(4)

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

Early Tender Payment ^(5)(6)

Pool 1 Tender Offers

4.800% Senior Notes due 2030

855244BL2/ US855244BL23

$500,000,000

May 15, 2030

April 15, 2030

$500 million

1

——

3.875% UST due April 30, 2031

FIT 1

+25 bps

$30

4.500% Senior Notes due 2028

855244BN8/ US855244BN88

$750,000,000

May 15, 2028

April 15, 2028

2

——

3.750% UST due April 30, 2028

FIT 1

+25 bps

$30

4.000% Senior Notes due 2028

855244AR0/ US855244AR02

$750,000,000

November 15, 2028

August 15, 2028

3

——

3.750% UST due April 30, 2028

FIT 1

+25 bps

$30

Pool 2 Tender Offers

4.500% Senior Notes due 2048

855244AS8/ US855244AS84

$1,000,000,000

November 15, 2048

May 15, 2048

$600 million

1

$200,000,000

4.625% UST due February 15, 2046

FIT 1

+75 bps

$30

5.400% Senior Notes due 2035

855244BM0/ US855244BM06

$500,000,000

May 15, 2035

February 15, 2035

2

——

4.125% UST due February 15, 2036

FIT 1

+40 bps

$30

5.000% Senior Notes due 2034

855244BJ7/ US855244BJ76

$500,000,000

February 15, 2034

November 15, 2033

3

——

4.125% UST due February 15, 2036

FIT 1

+30 bps

$30

4.900% Senior Notes due 2031

855244BH1/ US855244BH11

$500,000,000

February 15, 2031

December 15, 2030

4

——

3.875% UST due April 30, 2031

FIT 1

+35 bps

$30

4.800% Senior Notes due 2033

855244BF5/ US855244BF54

$500,000,000

February 15, 2033

November 15, 2032

5

——

4.125% UST due February 15, 2036

FIT 1

+20 bps

$30

(1)	If the Repurchase Yield (as defined below) as determined in accordance with the Offer to Purchase is less than the contractual annual rate of interest on a particular series of Notes, then the calculation will assume that the payments of such Notes are through the par call date of such Notes; if the Repurchase Yield as determined in accordance with the Offer to Purchase is higher than or equal to the contractual annual rate of interest on a particular series of Notes, then the calculation will assume that the payments of such Notes are through the maturity date of the Notes of such series.
(2)	The Pool 1 Maximum Amount of $500 million represents the maximum Aggregate Purchase Price of Pool 1 Notes that the Company is offering to purchase in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $600 million represents the maximum Aggregate Purchase Price of Pool 2 Notes that the Company is offering to purchase in the Pool 2 Tender Offers.
(3)	Subject to the Aggregate Cap, the Maximum Amounts, the Tender Sub Cap (as defined below) and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in the Tender Offer for that series will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.
(4)	The Tender Offer with respect to the 4.500% Senior Notes due 2048 (the “2048 Notes”) will be subject to an aggregate principal amount sublimit of $200 million (the “Tender Sub Cap”).
(5)	Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase.
(6)	The Total Consideration (as defined below) for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and includes the applicable Early Tender Payment (as defined below), which does not constitute an additional or increased payment. The Total Consideration for each series of Notes does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration.

The Tender Offers will expire at 5:00 p.m. Eastern Time on June 2, 2026 or any other time and date to which the Company extends the applicable Tender Offer (such time and date as it may be extended with respect to a Tender Offer, the applicable “Expiration Date”) unless earlier terminated. Holders must validly tender their Notes prior to or at 5:00 p.m. Eastern Time on May 15, 2026 (such time and date as it may be extended with respect to a Tender Offer, the applicable “Early Tender Date”) to be eligible to receive the applicable Total Consideration plus Accrued Interest (each as defined below). If Holders validly tender their Notes after the applicable Early Tender Date but prior to or at the applicable Expiration Date they will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest (as defined below) but not the Early Tender Payment (as defined below). Tenders of Notes may be withdrawn prior to or at, but not after, 5:00 p.m. Eastern Time, on May 15, 2026 (such time and date, as it may be extended with respect to a Tender Offer, the applicable “Withdrawal Deadline”). Withdrawal rights with respect to the Notes will terminate at the Withdrawal Deadline, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

Subject to the Aggregate Cap, the Maximum Amounts, the Tender Sub Cap for the 2048 Notes, in each case, as set forth in the table above, and proration, if applicable:

(i)	all Notes of a series with a higher Acceptance Priority Level that are validly tendered prior to or at the Early Tender Date will be accepted before any Notes of a series with a lower Acceptance Priority Level that are validly tendered prior to or at the Early Tender Date are accepted, and
(ii)	all Notes of a series with a higher Acceptance Priority Level that are validly tendered after the Early Tender Date will be accepted before any Notes of a series with a lower Acceptance Priority Level that are validly tendered after the Early Tender Date are accepted.

However, Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase in priority to Notes validly tendered after the Early Tender Date, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered prior to or at the Early Tender Date. If the amount of validly tendered Pool 1 Notes of any given series, taken together with the amount of validly tendered Pool 1 Notes of a series with a higher Acceptance Priority Level, would have an Aggregate Purchase Price that exceeds the Pool 1 Maximum Amount, the amount of Pool 1 Notes of such series that is purchased will be determined on a prorated basis as described in the Offer to Purchase. If the amount of validly tendered Pool 2 Notes of any given series, taken together with the amount of validly tendered Pool 2 Notes of a series with a higher Acceptance Priority Level, would have an Aggregate Purchase Price that exceeds the Pool 2 Maximum Amount, the amount of Pool 2 Notes of such series that is purchased will be determined on a prorated basis as further described in the Offer to Purchase. If the amount of validly tendered 2048 Notes would have an aggregate principal amount that exceeds the Tender Sub Cap, the amount of 2048 Notes that is purchased will be determined on a prorated basis as described in the Offer to Purchase. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Tender Sub Cap at any time, including on or after the Price Determination Date, and may do so without extending the applicable Withdrawal Deadline, subject to applicable law. If the Aggregate Cap is reached, a Tender Offer is fully subscribed up to the applicable Maximum Amount or the Tender Sub Cap, if applicable, is reached, as of the applicable Early Tender Date, Holders who validly tender their Pool 1 Notes, Pool 2 Notes or 2048 Notes, as applicable, after the applicable Early Tender Date, but prior to or at the applicable Expiration Date, will not have any of their Pool 1 Notes, Pool 2 Notes or 2048 Notes, as applicable, accepted for purchase.

The highest Acceptance Priority Level for the Pool 1 Tender Offers is 1, and the lowest Acceptance Priority Level for the Pool 1 Tender Offers is 3. The highest Acceptance Priority Level for the Pool 2 Tender Offers is 1, and the lowest Acceptance Priority Level for the Pool 2 Tender Offers is 5.

The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes (the “Fixed Spread”) specified in the table above plus the applicable yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above (as applicable to each series of Notes, the “Reference Security”) as displayed on the applicable Bloomberg Reference Page specified in the table above (the “Reference Page”) at 10:00 a.m., Eastern Time, on the Business Day (as defined below) immediately following the applicable Early Tender Date, as such date and time may be extended, referred to as the “Price Determination Date.” The Company expects that the Price Determination Date will be May 18, 2026. The sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.” “Business Day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 5:00 p.m., Eastern time.

Holders of any Notes that are validly tendered and not validly withdrawn prior to or at the applicable Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration. The Total Consideration, as calculated using the Fixed Spread for each series of Notes set forth in the table above, includes the Early Tender Payment, and the Early Tender Payment does not constitute additional or increased payment. Holders of any Notes that are validly tendered and not validly withdrawn after the applicable Early Tender Date but prior to or at the applicable Expiration Date and that are accepted for purchase will receive the applicable Total Consideration minus an amount in cash (the “Early Tender Payment”) equal to the applicable amount set forth in the table above under the heading “Early Tender Payment.” As used herein, the Total Consideration minus the Early Tender Payment is referred to as the “Late Tender Offer Consideration.” No tenders will be valid if submitted after the Expiration Date.

In addition to the Total Consideration or the Late Tender Offer Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered, not validly withdrawn and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable Settlement Date (“Accrued Interest”), payable on such Settlement Date.

The Tender Offers will expire on the applicable Expiration Date. Except as set forth below, payment for the Notes that are validly tendered prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the “Final Settlement Date.” The Final Settlement Date will occur within two Business Days following the Expiration Date or as promptly as practicable thereafter, unless extended or earlier terminated with respect to any series of Notes. It is anticipated that the Final Settlement Date, if applicable, will be June 4, 2026 (assuming the Expiration Date is on June 2, 2026). The Company reserves the right, in its sole discretion, to make payment for Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on the date referred to as the “Early Settlement Date.” Together, the Early Settlement Date and the Final Settlement Date are referred to as the “Settlement Dates.” The Early Settlement Date for the Notes, if applicable, will be a date following the Early Tender Date and prior to the Expiration Date on which the conditions to the satisfaction of the applicable Tender Offer are satisfied. If applicable, the Early Settlement Date will occur within three Business Days following the Early Tender Date or as promptly as practicable thereafter, unless extended or earlier terminated with respect to any series of Notes. It is anticipated that the Early Settlement Date, if applicable, will be May 20, 2026 (assuming the Early Tender Date is on May 15, 2026). Only Notes tendered prior to or at the Early Tender Date will be eligible for purchase on the Early Settlement Date, if any.

If Holders validly tender their Notes prior to or at the applicable Withdrawal Deadline, they may validly withdraw their tendered Notes at any time prior to or at such Withdrawal Deadline. After such time, Holders may not withdraw their Notes except as may be required by law (as determined by the Company). The Company does not intend to extend the Withdrawal Deadline or reinstate withdrawal rights, subject to applicable law, in the case of any amendment or waiver of conditions with respect to any Tender Offer. However, the Company, in its sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds a Holder’s Notes, such nominee may have an earlier deadline or deadlines for receiving instructions to tender or to withdraw tendered Notes.

The Tender Offers are subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Cap, (iv) increase or decrease either of the Maximum Amounts, (v) increase or decrease the Tender Sub Cap or (vi) otherwise amend any of the Tender Offers in any respect. The Company may take any action described in clauses (i) through (vi) above with respect to one or more Tender Offers without having to do so for all Tender Offers. In the case of clauses (i) through (vi) above, the Company does not intend to extend the Withdrawal Deadline or reinstate withdrawal rights, subject to applicable law. Holders should refer to the Offer to Purchase for the complete terms and conditions for the Tender Offers.

The Tender Offers are open to all Holders of the Notes.

The Company has retained (i) Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as Lead Dealer Managers, (ii) BofA Securities, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as Co-Dealer Managers and (iii) D.F. King & Co., Inc. as the Tender and Information Agent, in each case, in connection with the Tender Offers. Any questions or requests for assistance concerning the Tender Offers may be directed to (i) Morgan Stanley & Co. LLC at [e-mail] or by calling toll-free at [phone] or collect at [phone], (ii) U.S. Bancorp Investments, Inc. at [e-mail] or by calling toll-free at [phone] or collect at [phone] or (iii) Wells Fargo Securities, LLC at [e-mail] or by calling toll-free at [phone] or collect at [phone]. Requests for additional copies of the Offer to Purchase or any other documents may be directed to D.F. King & Co., Inc. at [e-mail] or by calling [phone] (toll-free) or [phone] (collect for banks and brokers).

The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company or its affiliates, their respective boards of directors, officers, employees, agents or affiliates, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any series of Notes is making any recommendation as to whether Holders should tender any Notes in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the Aggregate Principal amount of such Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

About Starbucks

Since 1971, Starbucks Coffee Company has been committed to responsibly sourcing and roasting high-quality arabica coffee. Today, with a global footprint of more than 41,000 company-operated and licensed coffeehouses and a growing presence in consumer-packaged goods, we are the world's premier purveyor of specialty coffee. Through our unwavering commitment to excellence and our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at about.starbucks.com or www.starbucks.com.

Forward-Looking Statements

This press release includes certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the potential future results of Starbucks Corporation (together with its subsidiaries) that are based on our current expectations, estimates, forecasts, and projections about, among other things, our business, our results of operations, the industry in which we operate, our economic and market outlook, and the beliefs and assumptions of our management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, made in or incorporated by reference into this prospectus are forward-looking. We use words such as “believes,” “continues,” “anticipates,” “forecasts,” “estimates,” “expects,” “future,” “plan,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “would,” “may,” “aims,” “intends,” or “projects” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. Forward-looking statements reflect the Company’s current expectations and are inherently uncertain. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, readers are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.